I was Dreaming
by DreamingCompanion
Summary: I was dreaming. But he woke me up. Rated M for a reason.


I had been dreaming. It was a dream, nothing more. His hands on my waist, his lips on my skin. A dream. A whisper of want, a tendril of desire. A dream. Nothing less, nothing more. But as I stood aside him next to the console I couldn't help it... I shed a tear. I was sad because I had dreamt it for myself because my want for him was bigger than the inside of the Tardis. And that's saying something.

He continued his dance around the console as I sat slumped in a awkward position on the chair.

"Lily?" He questioned.

"Yeah..." I responded. Worry traced his features as he walked over to my side.

"Something wrong?" He asked. This was it. The big question. The big moment for me to sob and throw myself into his strong, awaiting arms and the jump into his embrace for him to carry me into the sunset. NO I'M NOT FUCKING FINE! I wanted to scream. WE WERE HAVING SEX- no. I was making love to you in my dream and then poof. Gone. Awoken by the stupid reality that presented itself to me. No, I'm not okay. I will not be okay until you take me against this freaking console.

"No, I'm alright, thanks." I smiled, although in over a thousand years of time and space, he recognized my false smile right away.

"I know what you look like when you smile, Lily, and that is not your 'I'm alright' smile... Please, you're my friend and I'm worried about you. Tell me what's wrong?" I sighed.

 _You're my friend..._

Those horrendous words echoed in my ears as I seemed to get lost in his eyes. The deep seas of green swallowing up everything that I was thinking of. _Trust me..._ His eyes said. _Please tell me what's wrong..._ It was a battle of wits, and I'm not a good loser.

I rubbed my eyes and shrugged.

"Didn't sleep well..." I lied. He scoffed.

"I barely sleep, and I know you were asleep for around 9 or 10 hours. You get scary if you don't get at least 7." I stood up frustrated.

"I'm fine! Jesus Christ why are you asking me all the fucking-"

"Language!"

"Oh don't tell me to watch my language! I'm an adult you can't tell me-" He scoffed.

"An adult who is throwing a fit like a child." I gave him my deadliest glare.

"And if I am? What of it?" He rubbed his face.

"Quit acting like you're 3!" He yelled.

"I'm not! You asked, and I'm saying my fine!" I said.

"You acting like a bitch is not fine, Lilian!" He roared. I was stunned. The Doctor never called me names, ever, he called me a butt and a brat sometimes, but never something as harsh as that. The shock was etched onto both of our faces. "Lily, I'm so-" I put my hand up.

"I'm sorry for being a bitch, I'll leave you alone..." I held my arms and walked back into the Tardis. I know he didn't mean to yell, and yes I am being difficult, but, sometimes the littlest things can cause the biggest harm...

"I just don't understand why she's being so difficult!" I said to the Tardis while fixing things below deck. She snapped and cracked a response to me. "I know I know, but, all I asked was if something was wrong!" I defended. The Tardis was constantly reminding me how delicate Lily could be. I never raise my voice, unless I'm being playful...

Her father was a drunk and constantly screamed at her, she's such a beautiful and empathetic person... It's one of the reasons I lov- NO! NO NO NO! Bad Doctor! Stupid Doctor! You can't think about Lily like that! You are not allowed to think about how her dresses frame her hips beautifully... How her hair flows beautifully down her back in thick red curls. Especially not supposed to think about how her smile brightens the whole room whenever it's present. And most importantly not allowed to think about how she would look writing beneath you...

I shook my head and sighed, rubbing my hands together.

"Guess I better go apologize then huh old girl?" She rumbled slightly. "I was afraid you'd say that." I said to her as I rose to my feet and stalked down the hallway towards my companion.

The ceiling in my room is covered with stars. The Doctor wanted to make sure I felt at home in the Tardis, so he literally gave me a piece of it. A moment where the stars are so bright you can practically see as well as you can in the day! But not so much as to disrupt my sleep.

A knock came from my door and I rolled over. As stupid as it was, I didn't really want to talk to him. It's stupid and petty, but what he said hurt me. I know I could have thicker skin and just take it in stride but...

 _Worthless Bitch!_

 _Stupid Cunt!_

 _Pregnant Whore!_

He's not here... He's in jail, he can't be here... My heart jumped in my throat and I immediately held myself tighter. The door to my room pushed open and the Doctor stepped through.

"Hi..." he said as he approached my bed. I made room for him to sit down with me.

"Hi." I said quietly. He was barely able to get on my bed before he was wrapping his arms around me. He pulled me to his chest and held me close.

"I'm so sorry, Lily. I shouldn't have yelled at you... Please forgive me." He said desperately into my shoulder. I was stunned. I've not heard that kind of tone from the Doctor before.

"I-I forgive you... I wasn't exactly being easy to work with either." I said to him. He smiled brightly and hugged me again.

"But I really am worried about you... I-If you want to, can you tell me what's wrong?" He asked nervously. I sighed and rubbed my face.

"I had a dream... And I was just frustrated by it I guess." I said, dancing around the question.

"What was the dream about? Was it a nightmare?" He asked me worried. I blushed brightly.

"Not a nightmare." I said and shifted in his arms. The Doctor looked confused.

"Then why were you so upset earlier?" I bite my lip and sighed, might as well tell him what it was about.

"Doctor, it was a dream about, uh, inappropriate things." I said looking for his reaction. The Doctor's cheeks flushed and he rubbed the back of his neck"

"Ah, I see..." He said. "So you had a dream about someone doing something with you?" He asked for clarification.

"I had a dream about you doing something with me." I stated outright. The color seemed to drain from his face and he looked like he might pass out. "Doctor? I-I didn't mean to, disgust you-" He cut me off.

"Disgust me? Never, just, I-I never suspected that you felt that way towards me." I flushed lightly.

"Well, now you know..." I said holding my hands together. The Doctor's face suddenly shifted and he got closer to me.

"I don't know everything about it... What did I do to you?" He asked in a deep voice that made my legs tremble.

"W-what?" I asked. His hands found my hips and pulled me closer.

"What did I do to you in the dream?" He asked again. My throat went dry as his eyes met mine with a mixture of lust and love.

"You-You started by kissing me..." I said softly. Before I could blink his lips were on mine, kissing me slowly. I wrapped my arms around his neck and pulled him closer to me.

"What next?" He asked me.

"Y-you moved my legs apart." I said breathlessly. His hands found my thighs and spread them slowly.

"And then?" He asked not moving his hands where I wanted them most. My heart rate picked up quickly.

"You kissed my legs..." I said biting my lip. He smiles and kissed my calves slowly and deliberately. As if he knew what was going to drive me crazy. My breath hitched in my throat as his lips trailed upward towards my center. He kissed my thigh slowly and lovingly, making sure each kiss lasted around 3 seconds before moving his lips to another place on my leg.

"Your pulse is racing Lilian." He said. My name coming from his lips made my body throb with need for him.

"Please..." I begged quietly. He smiled knowingly.

"What did I do next?" he asked as his fingers massaged my calves gently.

"You kissed me... There..." I said blushing, not wanting to say it.

"Where?" he asked looking completely innocent while doing awful things to me...

"M-my kitty..." I blushed dark red. He chuckled softly.

"I see... I guess I'll have to see what all the fuss is about." He said pushing my dress up and pulling my underwear down. He smirked as he held them to his face. "My dearest Lily, look at how worked up you've gotten. I must sort you out right away." He said moving my leg apart a bit more and settling between them. "Tell me what you want." He said darkly.

"I-I want you to kiss my... kitty Doctor... Please." I begged softly. He smiled at me and licked. All the breath left my lungs in that instant. He licked slowly and towards my clit but never touching it. I gripped the sheets tightly in my grasp and panted his name.

"You taste incredible Lily..." He smile and went back to his work.

The familiar pressure began to build in the pit of my stomach. His mouth was doing incredible things to me as my back arched up off the bed.

"Doctor!" I gasped as my fingers threaded into his hair. I could feel his smile as he pulled away. I moaned from the loss. "P-Please don't stop, Doctor please." I moaned. He smirked at my state and ran his hands over my hips.

"I would be more than happy to let you finish. But tell me, did I let you in your dream?" He asked as he continued to tease me lightly with his fingers, keeping me on the brink.

"I-I woke up before you let me..." I breathed out, desperate to finish.

"Well then, I guess I can't let you." He said pulling his hands away, I practically sobbed at the loss of his hands.

"Please Doctor, please don't stop!" I begged helplessly. He looked at my state. Hair all over the pillow and my face flushed and cheeks bright red. He kissed me gently and kissed my jaw.

"You poor thing... So hot and bothered, and impossibly wet. All because of me. Well, I normally run from my problems, but this one... Oh I can't deny you, Lilian Violet James. I could never deny you anything you wanted. So tell me, what do you want?" He asked softly. I shut my eyes and swallowed hard.

"I want you to make love to me, Doctor." His eyes changed. It went from lust to pure adoration as a smile graced his face.

"Oh my dearest Lily, anything you want." He said pulling down his pants and underwear, removing the bowtie quickly. I sat up in anticipation and started undoing his shirt buttons.

He pushed me back gently when all of our clothes were gone, forgotten on the floor. My back hit the pillows, a shiver rolling down my spine as he rubbed my thighs lovingly.

Every touch, every caress felt as though he was nervous he'd break me. As if I was this doll, made of the fragilest glass in the world. I felt delicate, but I felt loved.

The Doctor pulled me close against him and rubbed my hips slowly, positioning himself at my entrance. He looked into my eyes, and I saw passion and a look I couldn't describe.

"Are you sure you want this? Are you a... uh..." he said worried.

"I'm not a virgin, no... But I want you so badly, please Doctor... Show me." I breathed.

"Show you what?" He asked.

"Show me the stars." I begged. He smiled and kissed me, pushing in as gently as he could. Pain ripped through my lower half as he buried himself inside me. A few tears threatened to spill, but I refused to let them.

"Are you alright? Do you want to stop?" He asked me. I shook my head.

"N-no... It's been a while." I said, holding his shoulders. He kissed my head and holds my hips carefully.

"Just tell me when." He said keeping still within me.

"Move..." I pleaded, gripping his shoulder gently. He complied and started to thrust in and out of me slowly. The familiar friction started the fire in the pit of my stomach. I gasped his name into his ear, egging him on. "Doctor.. please faster." I moaned into his neck.

"God... Lily." He groaned into my shoulder as he picked up the pace.

He rolled onto his back, taking me by surprise as a squeak left my mouth.

"You okay?" he asked.

"Yes, I'm alright... I'm fantastic." I smiled. He returned the gesture and moved my hips lightly.

"Geronimo." He said as he moved my hips on top of him. The new position made him feel huge inside of me, causing me to pant harder. My name fell from his lips as he bucked his hips harder into me. I gripped the sheets behind his head as I leaned over him. He lifted his head and sucked on my nipples, tugging on them to test my reaction. I moaned loudly at the new sensation, gripping the sheets tighter.

"Oh Doctor... Doctor please..." I gasped, not even sure what I was asking for. But the Doctor seemed to get a grasp on my senseless moans and gasps as he pushed me on my back again.

"Give me... your leg..." he panted as he pulled out of me slowly, causing me to shudder.

I gave him one of my legs, which he put over his shoulder, giving him better leverage.

"Ready for those stars?" He asked me. I nodded incessantly.

"Oh yes." I panted. He pushed in again, causing my back to arch. His smile was infectious as we both worked towards the end. He bent down to kiss me passionately as he began to thrust into me desperately. He continued at an almost frightening rate, the feelings consuming him as well.

"Oh Gods, Lily, I'm close." He panted into my neck. I nodded, feeling so close I couldn't reached down to where we were connected and began to rub hard. I clenched my walls tightly as I came undone because of this man. This incredible man, who had given me his hearts... I felt him explode inside of me, causing me to shudder in another orgasm. He kissed my shoulder slowly and up to my lips, sucking on my lips gently.

"That was... wow..." I said blushing.

"It was amazing..." He said to me, combing his fingers through my hair slowly.

"Doctor, I think I love you." I blushed. He smiled and pecked my lips gently.

"I know I love you Lily."


End file.
